South African Code to Recommend Say on Pay

The Institute of Directors in South Africa has published drafts of the King III Report and King III Code on Corporate Governance.

Shareholders are being offered a chance for a say on pay but it won’t be┬ámandatory. The draft code states that shareholders “should approve the company’s remuneration policy”, while noting that the Board is responsible for determining executive remuneration. The new Code also uses firmer language in relation to Board composition, recommending that the Board should comprise a majority of non-executive directors. The Code is taking a much firmer line than previous and their ‘Comply or Explain’ approach will leave companies with the delicate choice of proposing a shareholder vote on pay or not and facing the ballot box, as well as media consequences.

It is intended that the new Code will replace the existing King II Code from March 2010. The new Code is intended to be based on the new Companies Act, expected to be effective from July 2010.

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